Announcement of the prospectus supplement in respect of TeliaSonera's mandatory redemption offer to holders of shares, A

Announcement of the prospectus supplement in respect of TeliaSonera's mandatory redemption offer to holders of shares, A

2002-12-19

Announcement of the prospectus supplement in respect of TeliaSonera'smandatory redemption offer to holders of shares, ADSs and warrants inSonera - the offer commences on December 30, 2002

TeliaSonera (SSE: TLSN, HEX: TLS1V, NASDAQ: TLSN) today announces thatthe prospectus supplement with respect to TeliaSonera's mandatoryredemption offer for the outstanding shares, including sharesrepresented by American Depository Shares ("ADSs"), and warrants inSonera (HEX: SRA), has been approved by the Finnish FinancialSupervision Authority. An amendment to TeliaSonera's registrationstatement on Form F-4 containing the mandatory redemption offerprospectus supplement has also been filed with the US Securities andExchange Commission (SEC) and an application to have the prospectussupplement recognized by the Stockholm Exchange has been made.The prospectus supplement will be distributed to all current directlyregistered holders of Sonera shares, ADSs and warrants by mail, togetherwith instructions on the procedures to be followed in order to acceptthe offer. The prospectus supplement is also, as from December 20, 2002available on TeliaSonera's and Sonera's respective websites,www.telia.com/investorrelations and www.sonera.com (investors).The mandatory redemption offer period commences on December 30, 2002 andexpires on January 31, 2003. The preliminary results of the mandatoryredemption offer are expected to be announced on or about February 6,2003.

Under the terms of the mandatory redemption offer:

· For each Sonera share you tender, you may elect to receive 1.51440 TeliaSonera shares or, alternatively, ?5.00 in cash.

· For each Sonera ADS you tender, you may elect to receive 0.30288 TeliaSonera ADSs or, alternatively, the U.S. dollar equivalent of ?5.00 in cash (less applicable fees and expenses). Each Sonera ADS represents one Sonera share and each TeliaSonera ADS represents five TeliaSonera shares.

· For each Sonera warrant of a certain series issued pursuant to Sonera's 1999 and 2000 stock option programs you tender, you may elect to receive one TeliaSonera warrant of a corresponding series or, alternatively, between ?0.02 and ?1.66 in cash depending on the series of warrants you tender. Each TeliaSonera warrant entitles the holder to subscribe for 1.5 TeliaSonera shares.

The amount of TeliaSonera shares, TeliaSonera ADSs and TeliaSonerawarrants offered in the mandatory redemption offer in exchange for eachSonera share, Sonera ADS and Sonera warrant, respectively, is the sameas that offered in the recently completed exchange offer. The cash priceof ?5.00 per share being offered to holders of Sonera shares, includingSonera shares represented by Sonera ADSs, is based on the volume-weighted average trading price of Sonera shares on the HelsinkiExchanges during the 12-month ending on November 15, 2002.

If you elect to receive cash consideration in the mandatory redemptionoffer for your tendered Sonera securities:

· TeliaSonera will pay for all Sonera securities that have been validly tendered in the mandatory redemption offer for cash as promptly as practicable after the receipt of acceptance relating to such securities.

· The payment of the cash consideration will be made:

· in the case of a tendering Sonera shareholder or Sonera warrantholder, into the bank account related to the book-entry account of such tendering Sonera securityholder on or about five business days after the execution of the sale of the tendered Sonera securities to TeliaSonera on or outside the Helsinki Exchanges. Such sale will be executed within five business days after the receipt of acceptance relating to such Sonera securities; and

· in the case of a tendering Sonera ADS holder, (a) by book-entry transfer of the applicable amount in U.S. dollars into the DTC account of the DTC participant which tendered the Sonera ADSs on behalf of such holder in the mandatory redemption offer by means of the DTC bookentry confirmation system or (b) by means of a check in U.S. dollars to the order of the tendering Sonera ADS holder as provided in the corresponding letter of transmittal, in either case as promptly as practicable the execution of the sale of the Sonera shares underlying the Sonera ADSs to TeliaSonera on or outside the Helsinki Exchanges.

If you elect to receive TeliaSonera securities in the mandatoryredemption offer in exchange for your tendered Sonera securities:

· TeliaSonera will accept for exchange and will exchange all Sonera securities that have been validly tendered and not withdrawn pursuant to the terms of the mandatory redemption offer at the earliest practicable time following the expiration date of the mandatory redemption offer.

· Such TeliaSonera securities will be delivered to you or, in the case of tendered Sonera ADSs, to an account for the benefit of the depositary for TeliaSonera ADSs, at the earliest practicable date after the expiration of the mandatory redemption offer period which, in the case of Sonera shares or Sonera warrants, shall be on or about 11 business days following the expiration date of the mandatory redemption offer.

Assuming that there is no extension of the mandatory redemption offerperiod the TeliaSonera shares and TeliaSonera warrants are expected tobe entered into the relevant book-entry accounts on or about February17, 2003.

Sonera shareholders should also be aware that TeliaSonera has started aseparate compulsory acquisition proceeding under Finnish law under whichthe remaining holders of Sonera shares will be required to surrendertheir remaining Sonera shares to TeliaSonera for redemption at a "fairprice." To the extent shareholders do not participate in the mandatoryredemption as described in the prospectus supplement, their Sonerashares will be redeemed in connection with the compulsory acquisitionproceeding. TeliaSonera has offered to redeem the remaining Sonerashares in the compulsory acquisition proceeding for ?5.00 per share. Asdescribed in the prospectus supplement, however, the ultimate redemptionprice in the compulsory acquisition proceeding is subject to arbitrationproceedings and legal appeals pursuant to applicable Finnish law.TeliaSonera will provide Sonera shareholders with additional informationregarding the compulsory acquisition proceedings as required underFinnish and other applicable law.

Cautionary Disclaimer/Legend: On December 9, 2002, Telia announced thecompletion of its exchange offer for all of the outstanding shares,including shares in the form of American depositary shares, or ADSs, andcertain warrants of Sonera. Effective December 9, 2002, Telia changedits name to TeliaSonera. As a result of the completion of the exchangeoffer, TeliaSonera is, pursuant to Finnish law, making a mandatoryredemption offer to acquire all of the outstanding shares , includingshares in the form of ADSs, and warrants of Sonera were not tendered inthe exchange offer. The contents of this document are neither an offerto purchase nor a solicitation of an offer to sell shares ofTeliaSonera. Any offer in the United States will only be made through aprospectus, as amended or supplemented, which is part of a registrationstatement on Form F-4 which Telia originally filed with the U.S.Securities and Exchange Commission (the "SEC") on October 1, 2002.Sonera shareholders who are U.S. persons or are located in the UnitedStates are urged to carefully review the registration statement on FormF-4, as it may be amended from time to time, the prospectus, includingany amendments or supplements thereto, included therein and otherdocuments relating to the offer that TeliaSonera has filed or will filewith the SEC because these documents contain important informationrelating to the offer. You may obtain a free copy of these documents atthe SEC's web site at www.sec.gov. You may also inspect and copy theregistration statement on Form F-4, and any amendment thererto, as wellas any documents incorporated by reference therein at the publicreference room maintained by the SEC at 450 Fifth Street, NW,Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 forfurther information about the public reference room. These documents mayalso be obtained free of charge by contacting TeliaSonera AB, InvestorRelations, SE-123 86 Farsta, Sweden. Attention: External Communicationsor Investor Relations (tel: +46 8 7137143, or Sonera Corporation,Teollisuuskatu 15, P.O. Box 106, FIN-00051 SONERA, Finland. Attention:Investor Relations (tel: +358 20401). YOU SHOULD READ THE PROSPECTUS,AND ANY AMENDMENTS OR SUPPLEMENTS THERETO CAREFULLY BEFORE MAKING ADECISION CONCERNING THE OFFER.

TeliaSonera is the telecommunications leader in the Nordic region. TheGroup's home market is the Nordic and Baltic regions. TeliaSonera´soverall focus is on best serving its customers in its core business andcreating value for its shareholders through stronger profits and cashflows. TeliaSonera is listed on Stockholmsbörsen, Helsinki Exchange andNASDAQ. Pro forma sales as per December 31, 2001 totalled 80.9 billionSEK and the number of employees as per June 30, 2002 was 30 045.

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